ONLINE PROGRAM AGREEMENT
This Online Program Agreement (“Agreement”) is between Prabhjot Kaur Verraich (“NutriKaur”) and the registered participant of the Services (“Client”), collectively the “Parties”. This Agreement sets out the expectations for what it will be like for Client to participate in Plant-Based Eating with Confidence, an online program provided by NutriKaur (“Program”). For mutual consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the terms and conditions set out below.
By registering for the Program, Client confirms that they have read, understood and agreed to accept all of the terms and conditions in this Agreement.
TERMS OF AGREEMENT
NutriKaur will provide the Services, beginning on the purchase date of the Program and Client will receive lifetime access to the online Program materials, beginning on the purchase date (“Term”).
Client is purchasing NutriKaur’s Plant-Based Eating with Confidence.
NutriKaur will provide Client with the following services as part of the online Program (collectively, “Services”):
● 5 online course modules with a varying number of lessons per module and related resources.
● Lifetime access to course content and any future updates to the current course.
NutriKaur has the sole discretion to update, delete, or add Services from time to time.
It is expected that Client will be respectful and cooperative towards NutriKaur and to fellow participants in any online public or private forums included as part of the Services. If at any time NutriKaur, in their sole discretion, determines that Client is not acting in accordance with these expectations, NutriKaur will provide written notice of termination of the Agreement effective immediately, without refund, and any payments owing towards the Fee will immediately become due.
Client will not make any false, disparaging or derogatory comments or statements in public or private regarding NutriKaur, its employees or agents. NutriKaur may, in its sole discretion, terminate this Agreement in the event Client is in breach of this section.
FEES AND PAYMENT
Fee and Payment
The total fee for the Services is $299 payable in CDN plus all applicable sales taxes (“Fee”) if paid in full upon registration. Otherwise, Client has the option to pay $149.50 payable in CDN plus all applicable sales taxes (“Fee”) if paid in accordance with the payment plan set out below. Client understands that $149.50 CDN of the Fee (“Deposit”) is required upon purchase of the Program.
Payment Due Date
$149.50 CDN Deposit- DUE UPON PURCHASE
$149.50 CDN- DUE 30 DAYS AFTER PURCHASE
NutriKaur accepts payment either by credit or debit card. Please note that there may be processing fees charged for using certain payment methods.
Credit Card Authorization
Client acknowledges and authorizes NutriKaur to automatically charge their credit card provided to NutriKaur for all payments owing under this Agreement. Client authorizes NutriKaur to charge all payments to Client’s credit card at the time payment is due and no separate authorization is required. If Client cancels or replaces credit card, Client must immediately provide NutriKaur with new credit card information.
If any payment is not received on the payment due date, NutriKaur may revoke access to Services and the Program until any outstanding payment is received in full. Client will be charged a late fee of 2% compounding monthly, equaling 24% annually, on all outstanding invoices starting from the payment due date.
CANCELLATION AND REFUNDS
Cancellation by Client
In the event Client wishes to cancel the Services at any time, Client will not receive any refund of the Fees paid to NutriKaur, whether or not Client participated in the Services.
Cancellation by NutriKaur
In the event NutriKaur wishes to cancel the Services, NutriKaur will provide 90 days’ written notice to Client that access to the Services will be cancelled, and Client will not receive any refund of the Fees paid to NutriKaur, whether or not Client participated in the Services.
NutriKaur may provide a refund or apply any payments to future Services in limited cases where it deems, in its sole discretion, to be appropriate and in an amount to be determined by NutriKaur on a case by case basis.
Termination of Agreement
This Agreement will end when Client has paid the Fee in full to NutriKaur and NutriKaur has performed the Services as set out in this Agreement. Any provisions that survive the termination of this Agreement will remain in full force.
CONFIDENTIALITY AND PRIVACY
Confidentiality and Non-Disclosure
Client understands that as part of the Program and Services, certain confidential information may be disclosed either orally or in writing. For the purpose of this Agreement, “Confidential Information” means information that is of value and is treated as confidential and proprietary by its owner, and includes but is not limited to, Program materials, coaching materials, business records, financial data, marketing strategies, advertising campaigns, social media account metrics, passwords, inventions, client lists, personal data, health history and data, intellectual property, trade secrets and the contents of this Agreement (“Confidential Information”). Client agrees not to disclose to any other person or entity or make use of the Confidential Information without the express written consent of the other, except to the extent that such disclosure is necessary to carry out their duties under this Agreement or as required by law. At the end of the Term or early cancellation of this Agreement, each Party will remain bound by their duty of confidentiality to the other.
NutriKaur may collect personal information during the Term, including Client name, address, email address, phone number, billing information, financial and business information, health information, or other personal information (“Personal Information”). By providing any Personal Information to NutriKaur, Client consents and grants NutriKaur permission to use and store such information in order to facilitate the Services. Client acknowledges and consents to the use of technology, telephones, e-mails, applications and third-party platforms that use video and audio, such as but not limited to, Teachable and Zoom, and third-party payment providers to be used by NutriKaur in order to deliver the Services. Client confirms NutriKaur is not responsible for the terms and policies of any third-party platforms and it is Client’s responsibility to review third-party privacy policies and terms and conditions.
When you purchase the Program, you are required to create a username and password to access the membership platform and other Program Services. It is your responsibility to protect your username and password from theft or any other means of unauthorized use that would violate the terms of this Agreement. If you become aware that your password has been compromised, or your account has been breached, it is your responsibility to notify us immediately by emailing us at [email protected].
Ownership and Use of Materials
Client acknowledges that all content and materials used and distributed in providing the Services, including any content, videos or resources on NutriKaur’s website, social media platforms, and client portal (“Materials”) belongs exclusively to NutriKaur, who is the sole copyright owner of the Materials, unless stated otherwise. By receiving any unique and original materials from NutriKaur as part of the Services, NutriKaur will grant a limited non-exclusive royalty-free license to Client for their use only and as directed by NutriKaur. Client is strictly prohibited from reproducing any part of the written, video, and audio digital materials or sharing them with others without NutriKaur’s explicit permission to do so. Client may not assign or transfer their obligations or rights granted under this section to any person at any time. NutriKaur reserves the right at any time to revoke the license and terminate Client’s access to the Program at any time if NutriKaur, in our sole discretion, discover or determine that Client has violated these terms. All of NutriKaur's intellectual property, including copyrighted materials and trademarks, will remain the sole property of NutriKaur.
Client will not capture any of the Program sessions in any way, including but not limited to video recording, photography, voice recording or screen shots. Any recordings provided by NutriKaur will be for Client’s own use only and Client agrees they will not duplicate or share the recordings with any other person.
RELEASE, INDEMNITY AND WAIVER
PLEASE READ CAREFULLY. It is important Client fully understands that there are risks associated with the Services, and ask questions as needed. Client acknowledges and understands that they are waiving certain legal rights by signing this Agreement.
Voluntary Assumption of Risks
Client acknowledges there are certain inherent risks associated with NutriKaur providing the Services, including, but not limited to financial, physical, emotional, spiritual loss and damages, experimenting with new foods, herbs or supplements, may lead to adverse or allergic reactions, and Client voluntarily assumes such risks by purchasing the Program. Client expressly acknowledges that the dangers and risks associated with the Services and Program listed here are not complete. Should Client have any concerns or doubts about ability to participate or receive NutriKaur’s Services, Client will contact NutriKaur immediately to inform them of any concerns. Client confirms they have full capacity and are the age of majority in their jurisdiction of residence to enter into this Agreement.
Release, Waiver, and Indemnity
Client releases, indemnifies and saves harmless NutriKaur, its directors, officers, agents, employees, contractors, volunteers, heirs, executors, administrators, successors, and assigns, as applicable (collectively, “Released Parties”) from any and all liability and damages arising from the Services, including financial damages or personal injuries, however caused, including negligence, during Client’s engagement of NutriKaur for the Services. Client further agrees to forfeit all forms of legal recourse which may be available to Client, including but not limited to any form of damages, costs, losses or expenses as a result of the Services. Client acknowledges this release of liability is binding on Client’s heirs, executors and anyone else who may be able to bring a legal action on Client’s behalf in the future. This clause survives the expiration or early termination of this Agreement.
Limitation of Liability
In the event NutriKaur is found liable for any reason for damages arising directly or indirectly from this Agreement, liability will be limited to the greatest extent possible in the governing jurisdiction and in no case exceed the Fee paid by Client to NutriKaur.
Client acknowledges NutriKaur makes no warranty or guarantees that the Services will lead to any specific Client goal, financial success or particular results and NutriKaur makes no promise that each Client will experience the same or similar results. Client acknowledges that the Services provided are provided without any express or implied warranties of any kind.
The Services and Program provided by NutriKaur are strictly for informational and educational purposes only. Client acknowledges and agrees that NutriKaur is not providing specific advice to Client with respect to their legal, financial, accounting, health or other advice as part of the Services. Further, NutriKaur does not have any responsibility to update or revise any information presented as part of the Services or to ensure it is accurate. If Client desires professional services that exceed the scope of the Services, NutriKaur strongly encourages Client to seek specific legal, business, accounting or health advice from certified and/or licensed professionals. No specific client-professional relationship is formed as part of the Services. In the event Client wishes to hire NutriKaur for additional professional services, Client must contact NutriKaur to inquire about entering into a separate agreement with NutriKaur, and Client understands that no specific advice or relationship is formed until NutriKaur is retained in their professional capacity.
No Earnings Guarantee
Client acknowledges NutriKaur makes no warranty or guarantee that Services will lead to any specific earnings, business growth or financial results or that Client will experience the same or similar results as others who use the Services.
Client acknowledges that NutriKaur is providing nutrition services as part of the Program, however the Parties are not entering into a patient-healthcare-provider relationship. NutriKaur is not acting in the capacity of a regulated healthcare provider. Client specifically acknowledges that NutriKaur is not diagnosing or treating any illness or disease or prescribing any medications. Client confirms they are in good physical and mental health, sufficient to participate in the Services, and has consulted with their physician or other health care provider prior to participating in the Services.
Client grants to NutriKaur an irrevocable, worldwide, perpetual and unrestricted right to use any media, such as photographs, video, audio recordings, testimonial or social media posts, whether captured by Client, NutriKaur or third party in relation to this Agreement and for any lawful purpose, including in its online or printed advertising or marketing materials and on all social media platforms, with or without reference to Client and without further notice, grant of permission or right to any financial compensation.
Relationship of Parties
Nothing in this Agreement will be understood to create an employment, joint venture or partnership relationship between NutriKaur and Client.
NutriKaur is permitted to hire, in their sole discretion, assistants, employees or third-party contractors to assist in delivering the Services.
Each Party agrees it has acted in good faith and will continue to do so during the Term of this Agreement. This extends to good faith during any dispute resolution process.
Governing Law and Jurisdiction
This Agreement is governed by and interpreted in accordance with the laws of Ontario and the federal laws of Canada where applicable. Any disputes arising directly or indirectly from this Agreement will be submitted and heard exclusively in the courts of London, Ontario.
In the event any dispute arises between the Parties in relation to this Agreement or a breach of this Agreement and the dispute is not resolved by negotiation, the Parties agree to submit the dispute for mediation prior to pursuing any other available remedy in relation to the dispute. The Parties may agree to virtual mediation, when available.
Neither Party will be responsible for delays resulting from causes beyond their reasonable control, including without limitation fire, explosion, floods, storms, pandemics, state of emergency, hazardous situations, war, strike, or riot, and either Party may choose to excuse themselves from further performance of their obligations under this Agreement if such occurrence materially affects the performance of Services. The Party relying on Force Majeure will give the other Party reasonable notice of their desire to terminate or suspend the Services. Notwithstanding, all payments owing for Services rendered will remain due and payable with such amount to be determined by NutriKaur.
Any notice to be given under this Agreement must be directed to the other Party using the contact information first set out above or as may otherwise be directed (“Notice”). For the purposes of this Agreement, e-mail will be considered sufficient for delivery of Notice. Notice will be deemed to be delivered on the date and time when the Notice is sent.
This Agreement may not be assigned by Client to any other party.
If any of the provisions of this Agreement are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not, to the extent permitted by law, in any way be affected and will remain enforceable.
Waiver of Breach
The waiver by one Party of any breach of this Agreement by the other Party will not be taken to be a waiver of any future breaches by the breaching Party. The non-breaching Party reserves the right to exercise or enforce their rights at a later date.
The Parties may only amend this Agreement by mutual written agreement.
Any term of this Agreement which addresses performance or observance following the early termination or expiration of this Agreement will survive and will continue to be in full force and effect. All things considered confidential during the Term will survive and always remain confidential.
This Agreement constitutes the full agreement between the Parties and supersedes any prior negotiation, understanding or Agreement between the Parties, whether oral or written, on the matters contained in this Agreement.
Electronic Confirmation of Acceptance
By electronically confirming acknowledgment and acceptance of this Agreement, Client confirms they accept the terms and conditions set out above and that this will constitute a signed and legally binding Agreement.